Exhibit
      4.58

    


    AMENDMENT
      NO. 4 TO INTERCREDITOR AND SUBORDINATION AGREEMENT

    


    This
      Amendment No. 4 to Intercreditor and Subordination Agreement (the “Agreement”)
      is by
      and among (i) RBS
      CITIZENS, NATIONAL ASSOCIATION
      (the
“Senior
      Creditor”),
      (ii)
WOODSIDE
      CAPITAL PARTNERS IV, LLC, WOODSIDE CAPITAL PARTNERS IV QP, LLC
and
      LEHMAN
      BROTHERS COMMERCIAL BANK (the
      “Holders”),
      (iii)
WOODSIDE
      AGENCY SERVICES, LLC,
      as
      collateral agent for the Holders (the “Collateral
      Agent”
and
      together with the Holders, the “Subordinating
      Creditors”),
      (iv)
      NATIONAL INVESTMENT MANAGERS INC., a
      Florida
      corporation (the “Company”),
      and
      (v) the Guarantors named on the signature pages of this Agreement (the
“Guarantors”
and
      together with the Company, the “Obligors”).
      The
      parties named above shall be collectively referred to herein as the
“Parties”.

    


    R
      E C
      I T A L S

    


    
      	
              A.

            	
              Reference
                is hereby made to a certain Intercreditor and Subordination Agreement,
                dated as of November 30, 2007, by and among Senior Creditor, the
                Subordinating Creditors, and the Obligors, as amended by (i) a certain
                Amendment No. 1 to Intercreditor and Subordination Agreement dated
                as of
                March 31, 2008, (ii) a certain Amendment No. 2 to Intercreditor and
                Subordination Agreement dated as of June 30, 2008 and (iii) a certain
                Amendment No. 3 to Intercreditor and Subordination Agreement dated
                as of
                June 30, 2008 (as amended, the “Intercreditor
                Agreement”).
                All capitalized terms used herein and not otherwise defined herein
                shall
                have the meanings as set forth in the Intercreditor
                Agreement.

            


    

    


    
      	
              B.

            	
              Company
                has requested approval of and/or financing from the Senior Creditor
                and
                Subordinating Creditors for the Company’s acquisition of Alan N. Kanter
                & Associates, Inc., a Maryland corporation with its principal place
                of
                business at 31 Walker Avenue, 2nd Floor, Baltimore, MD 21208 (the
                “Subsidiary”).

            


    

    


    
      	
              C.

            	
              Senior
                Creditor and Subordinating Creditors have approved of and/or have
                agreed
                to provide financing for the Company’s acquisition of the Subsidiary and,
                in connection therewith, have required that the Subsidiary execute
                certain
                guaranties in favor of Senior Creditor and Subordinating Creditors
                of the
                Company’s obligations under the Senior Documents and the Subordinated
                Documents, respectively. 

            


    

    


    
      	
              D.

            	
              In
                connection with the execution of the foregoing guaranties, the Senior
                Creditor and Subordinating Creditors have also required that the
                Subsidiary agree, by its execution of this Agreement, to be bound
                by the
                terms and conditions of the Intercreditor
                Agreement.

            


    

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, the Parties hereby agree as follows: 

    

      
        	
                Amendment
                  No. 4 to Intercreditor and Subordination Agreement

              	
                Page
                  1
                  of 6

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              1.

            	
              The
                definition of “Guarantors” and “Obligors” set forth in the Intercreditor
                Agreement shall hereby be deemed to include the Subsidiary, and Subsidiary
                hereby agrees to be bound by the terms and conditions of the Intercreditor
                Agreement.

            


    

    


    
      	
              2.

            	
              Any
                guaranties executed by Subsidiary in favor of Senior Creditor shall
                hereby
                be deemed to be a “Senior Guaranty” under the Intercreditor Agreement, and
                any guaranties executed by Subsidiary in favor of Subordinated Creditors
                shall hereby be deemed to be a “Junior Guaranty” under the Intercreditor
                Agreement.

            


    

    


    
      	
              3.

            	
              No
                other changes shall be made to the Intercreditor Agreement. This
                Agreement
                is made in the Commonwealth of Massachusetts and shall be construed
                in
                accordance with its laws without regard to principles of conflicts
                of
                laws. If any provision hereof is in conflict with any statute or
                rule of
                law of the Commonwealth of Massachusetts or any other statute or
                rule of
                law of any other applicable jurisdiction or is otherwise unenforceable,
                such provisions shall be deemed null and void only to the extent
                of such
                conflict or unenforceability and shall be deemed separate from and
                shall
                not invalidate any other provision of this
                Agreement.

            


    

    


    
      	
              4.

            	
              This
                Agreement shall be binding upon and inure to the benefit of the parties
                hereto and their respective successors and assigns, and no other
                parties
                shall be a beneficiary hereunder. Neither this Agreement nor any
                of the
                provisions hereof can be changed, waived, discharged or terminated
                except
                by an instrument in writing signed by the party against whom enforcement
                of the change, waiver, discharge or termination is
                sought.

            


    

    


    
      	
              5.

            	
              This
                Agreement may be signed in counterparts, each of which shall be deemed
                an
                original and all of which, when taken together, shall constitute
                one and
                the same instrument. Signatures delivered by facsimile transmission
                shall
                have the same force and effect as original signatures delivered in
                person.

            


    

    


    [Signatures
      appear on following page]

    

      
        	
                Amendment
                  No. 4 to Intercreditor and Subordination Agreement

              	
                Page
                  2
                  of 6

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXECUTED
      under seal as of the 16th day of July, 2008.

    


    

      
        	
                SENIOR
                  CREDITOR:

              	 
	 	 	 
	
                RBS
                  CITIZENS, NATIONAL ASSOCIATION 

              
	 	 	 
	 	 	 
	
                By:

              	
                /s/
                  Imran S. Bora

              	 
	 	
                Imran
                  S. Bora, Vice President

              	 


      

    

     

    
      	
              Amendment
                No. 4 to Intercreditor and Subordination Agreement

            	
              Page
                3
                of 6

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              SUBORDINATING
                CREDITORS:

            	 
	 	 	 
	
              WOODSIDE
                CAPITAL PARTNERS IV, LLC

            	 
	 	 	 
	 	
              By:
                Woodside
                Opportunity Partners, LLC, its Manager

            
	 	
              By:
                Woodside
                Capital Management, LLC, its Manager 

            
	 	 	 
	
              By:

            	
               /s/
                Daphne J. Firth

            	 
	 	
              Name:
                Daphne J. Firth

            	 
	 	
              Title: 
                 EVP
                

            	
               

            
	 	 	 
	
              WOODSIDE
                CAPITAL PARTNERS IV QP, LLC 

            	 
	 	 	 
	 	
              By:
                Woodside
                Opportunity Partners, LLC, its Manager

            
	 	
              By:
                Woodside
                Capital Management, LLC, its Manager 

            
	 	 	 
	
              By:

            	
               /s/
                Daphne J. Firth

            	 
	 	
              Name:
                Daphne J. Firth

            	 
	 	
              Title:  
                EVP

            	
               

            
	 	 	 
	
              LEHMAN
                BROTHERS COMMERCIAL BANK

            	 
	 	 	 
	
              By:

            	
               /s/
                Gary Murray

            	 
	 	
              Name:
                Gary Murray

            	 
	 	
              Title:  
                ECO

            	 
	 	 	 
	
              WOODSIDE
                AGENCY SERVICES, LLC

            	 
	 	 	 
	
              By:

            	
              Woodside
                Capital Management, LLC, its Manager

            	 
	 	 	 
	
              By:
                

            	
              /s/
                Daphne J. Firth

            	 
	 	
              Name:
                Daphne J. Firth

            	 
	 	
              Title:  
                EVP

            	 


    

     

    
      	
              Amendment
                No. 4 to Intercreditor and Subordination Agreement

            	
              Page
                4
                of 6

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	COMPANY:
	 
	
                NATIONAL
                  INVESTMENT MANAGERS INC.

              
	 	 
	
                By:
                  

              	
                /s/
                  John M. Davis

              	 
	 	
                Name:
                  John M. Davis

              
	 	
                Title:  
                  President & COO

              


      

    

     

    
      	
              Amendment
                No. 4 to Intercreditor and Subordination Agreement

            	
              Page
                5
                of 6

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    GUARANTORS:

    

      
        ABR
          Advisors, Inc.

        Alan
          N.
          Kanter & Associates, Inc.

        Alaska
          Pension Services, Ltd.

        Asset
          Preservation Corp.

        Benefit
          Dynamics, Inc.

        Benefit
          Management Inc.

        BPI/PPA
          Inc.

        California
          Investment Annuity Sales, Inc.

        Circle
          Pension, Inc.

        Complete
          Investment Management, Inc. of Philadelphia

        Haddon
          Strategic Alliances, Inc.

        Lamoriello
          & Co., Inc.

        National
          Actuarial Pension Services, Inc.

        National
          Associates, Inc., N.W.

        Pension
          Administration Services, Inc.

        Pentec,
          Inc

        Pentec
          Capital Management, Inc.

        Southeastern
          Pension Services, Inc.

        Stephen
          H. Rosen & Associates, Inc.

        The
          Pension Alliance, Inc

        Valley
          Forge Consulting Corporation

        VFE
          Merger Corp. a/k/a Valley Forge Enterprises, Ltd.

        VEBA
          Administrators, Inc.

        (d/b/a
          Benefit Planning, Inc.)

        V.F.
          Associates, Inc.

        V.F.
          Investment Services Corp.

      

    

    

      
        	
                By:
                  

              	
                /s/
                  Steven J. Ross

              
	 	
                Steven
                  J. Ross, Chief Executive
                  Officer

              


      

    

     

    
      	
              Amendment
                No. 4 to Intercreditor and Subordination Agreement

            	
              Page
                6
                of 6